U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934


                For the quarterly period ended January 31, 2005

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934


                         For the transition period from

                         Commission File No. 333-108690

                           TRAVEL HUNT HOLDINGS, INC.
        (Exact name of small business issuer as specified in its charter)

            FLORIDA                                       65-0972647
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                        Identification No.)


                             3237 NE 10TH STREET. #2
                             POMPANO BEACH, FL 33062
                    (Address of Principal Executive Offices)

                                 (561) 943-4868 (Issuer's telephone number)

      (Former name, address and fiscal year, if changed since last report)


Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the issuer was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [ X] No [
]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common Stock, $.001 par value                          10,130,500
-------------------------------                  ----------------------
      (Title of Class)                           (Shares outstanding at
                                                  March 10, 2005)





<PAGE>



Item 1. Financial Information
-----------------------------

BASIS OF PRESENTATION

The accompanying reviewed financial statements are presented in accordance with
generally accepted accounting principles for interim financial information and
the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting only of normal
occurring accruals) considered necessary in order to make the financial
statements not misleading, have been included. Operating results for the six
months ended January 31, 2005 are not necessarily indicative of results that may
be expected for the year ending July 31, 2005. The financial statements are
presented on the accrual basis.


                 TRAVEL HUNT HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF JANUARY 31, 2005





<PAGE>



                 TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)



                                    CONTENTS


PAGE          1     CONDENSED CONSOLIDATED BALANCE SHEET AS OF JANUARY 31, 2005
                    (UNAUDITED)

PAGE          2     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
                    THREE AND SIX MONTHS ENDED JANUARY 31, 2005 AND 2004 AND FOR
                    THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO JANUARY 31,
                    2005 (UNAUDITED)

PAGES       3 - 4   CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS'
                    EQUITY (DEFICIENCY) FOR THE PERIOD FROM DECEMBER 17, 1999
                    (INCEPTION) TO JANUARY 31, 2005 (UNAUDITED)

PAGE          5     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX
                    MONTHS ENDED JANUARY 31, 2005 AND 2004 AND FOR THE PERIOD
                    FROM DECEMBER 17, 1999 (INCEPTION) TO JANUARY 31, 2005
                    (UNAUDITED)

PAGES       6 - 9   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF
                    JANUARY 31, 2005 (UNAUDITED)



<PAGE>
<TABLE>


                    TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONDENSED CONSOLIDATED BALANCE SHEET
                             AS OF JANUARY 31, 2005
                             ----------------------
                                   (UNAUDITED)



                                     ASSETS
                                     ------

CURRENT ASSETS
<S>                                                                                <C>
  Cash                                                                             $              3,414
                                                                                      -------------------
       Total Current Assets                                                                       3,414
                                                                                      -------------------

OTHER ASSETS
  Website development costs, net of accumulated amortization of $3,210                            2,715
                                                                                      -------------------

TOTAL ASSETS                                                                       $              6,129
                                                                                      ===================

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------

CURRENT LIABILITIES
  Accounts payable and accrued expenses                                            $             31,622
  Notes payable - related party                                                                   8,000
                                                                                      -------------------
      Total Current Liabilities                                                                  39,622
                                                                                      -------------------

STOCKHOLDERS' DEFICIENCY
   Preferred stock, $0.001 par value, 10,000,000 shares authorized,
    none issued and outstanding                                                                       -
   Common stock, $0.001 par value, 100,000,000 shares authorized,
    10,130,500 shares issued and outstanding                                                     10,131
   Additional paid in capital                                                                    12,720
   Subscription receivable                                                                           (1)
   Accumulated deficit during development stage                                                 (56,343)
                                                                                      -------------------
        Total Stockholders' Deficiency                                                          (33,493)
                                                                                      -------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                     $              6,129
                                                                                      ===================
</TABLE>


     See accompanying notes to condensed consolidated financial statements.
                                        1

<PAGE>

<TABLE>

                    TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                       CONDENSED STATEMENTS OF OPERATIONS
                       ----------------------------------
                                   (UNAUDITED)


<CAPTION>

                                                                                                          For The Period
                                                                                                                From
                                               For the Three  For the Three   For the Six   For the Six    December 17, 1999
                                               Months Ended    Months Ended   Months Ended  Months Ended    (Inception) To
                                                January 31,    January 31,    January 31,    January 31,     January 31,
                                                   2005           2004           2005           2004           2005
                                               ------------   ------------   ------------   ------------   ------------

<S>                                            <C>            <C>            <C>            <C>            <C>
OPERATING EXPENSES
  Officers salary                              $         --   $        500   $         --   $      2,500   $      3,000
  Professional fees                                  13,600             --         30,050          3,000         40,158
  Advertising expense                                    --             --             --          4,285          4,285
  General and administrative                          1,079          1,432          2,159          3,064          8,656
                                               ------------   ------------   ------------   ------------   ------------
        Total Operating Expenses                     14,679          1,932         32,209         12,849         56,099
                                               ------------   ------------   ------------   ------------   ------------

LOSS FROM OPERATIONS                                (14,679)        (1,932)       (32,209)       (12,849)       (56,099)

OTHER EXPENSE
  Interest expense                                      244             --            244             --            244

Provision for Income Taxes                               --             --             --             --             --
                                               ------------   ------------   ------------   ------------   ------------

NET LOSS                                       $    (14,923)  $     (1,932)  $    (32,453)  $    (12,849)  $    (56,343)
                                               ============   ============   ============   ============   ============

 Net loss per share - basic and diluted        $         --   $         --   $         --   $         --   $      (0.01)
                                               ============   ============   ============   ============   ============

Weighted average number of shares outstanding
  during the period - basic and diluted          10,130,500     10,130,500     10,130,500     10,130,500     10,040,641
                                               ============   ============   ============   ============   ============
</TABLE>


See accompanying notes to condensed consolidated financial statements.
                                        2

<PAGE>

<TABLE>

                    TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
      CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
      ---------------------------------------------------------------------
                                   (UNAUDITED)



<CAPTION>

                                                                                                          Accumulated
                                                                                  Additional             Deficit During
                                   Preferred Stock          Common Stock          Paid-In   Subscription  Development
                                   Shares    Amount      Shares        Amount     Capital   Receivable      Stage      Total
                                ----------- ---------   ----------    ---------   -------   ---------      -------    --------
<S>                                 <C>   <C>         <C>         <C>          <C>         <C>          <C>          <C>

Stock issued to founders for cash
 ($0.01 per share) - Travel Hunt
 Holdings, Inc.                      --  $        --   9,000,000  $    9,000  $       --   $   (9,000)  $       --   $       --

Stock issued to founders for cash -
($0.000001 post consolidation per
share) -Travel Hunt, Inc.            --           --   1,000,000       1,000        (999)          (1)          --           --

In-kind contribution of services     --           --          --          --         200           --           --          200

Net loss for the period from
 December 17, 1999 (inception) to
 July 31, 2000                       --           --          --          --          --           --         (200)        (200)
                                  ------ -----------  ----------  ----------  ----------   ----------   ----------   ----------

Balance, July 31, 2000 (combined)    --           --  10,000,000      10,000        (799)      (9,001)        (200)          --

In-kind contribution of services     --           --          --          --         200           --           --          200

Net loss, 2001                       --           --          --          --          --           --         (200)        (200)
                                  ------ -----------  ----------  ----------  ----------   ----------   ----------   ----------

Balance, July 31, 2001 (combined)    --           --  10,000,000      10,000        (599)       (9001)        (400)          --

In-kind contribution of services     --           --          --          --         200           --           --          200

Net loss, 2002                       --           --          --          --          --           --         (200)        (200)
                                  ------ -----------  ----------  ----------  ----------   ----------   ----------   ----------

Balance, July 31, 2002 (combined)    --           --  10,000,000      10,000        (399)      (9,001)        (600)          --
                                  ====== ===========  ==========  ==========  ==========   ==========   ==========   ==========

</TABLE>


     See accompanying notes to condensed consolidated financial statements.
                                        3

<PAGE>


<TABLE>

                    TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
      CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
      ---------------------------------------------------------------------
                                   (UNAUDITED)



<CAPTION>

                                                                                                          Accumulated
                                                                                Additional             Deficit During
                                 Preferred Stock          Common Stock          Paid-In   Subscription  Development
                                 Shares    Amount      Shares        Amount     Capital   Receivable      Stage      Total
                              ----------- ---------   ----------    ---------   -------   ---------      -------    --------
<S>                                <C> <C>          <C>         <C>         <C>         <C>          <C>          <C>

In-kind contribution of services   --  $        --          --  $       --  $      200  $       --   $       --   $      200

Stock issued for cash
($0.10 per share)                  --           --     130,500         131      12,919          --           --       13,050

Net loss, 2003                     --           --          --          --          --          --         (312)        (312)
                                ------ -----------  ----------  ----------  ----------  ----------   ----------   ----------

Balance, July 31, 2003             --           --  10,130,500      10,131      12,720      (9,001)        (912)      12,938

Cash received from subscription
 receivable                        --           --          --          --          --       9,000           --        9,000

Net loss, 2004                     --           --          --          --          --          --      (22,978)     (22,978)
                                ------ -----------  ----------  ----------  ----------  ----------   ----------   ----------

Balance, July 31, 2004             --           --  10,130,500      10,131      12,720          (1)     (23,890)      (1,040)

Net loss for the six months ended
 January 31, 2005                  --           --          --          --          --          --      (32,453)     (32,453)
                                ------ -----------  ----------  ----------  ----------  ----------   ----------   ----------

BALANCE, JANUARY 31, 2005          --  $        --  10,130,500  $   10,131  $   12,720  $       (1)  $  (56,343)  $  (33,493)
                                ====== ===========  ==========  ==========  ==========  ==========   ==========   ==========


</TABLE>

See accompanying notes to condensed consolidated financial statements.
                                        4

<PAGE>

<TABLE>

                    TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 -----------------------------------------------
                                   (UNAUDITED)

<CAPTION>


                                                                                                                   For The Period
                                                                                                                        From
                                                                                                                    December 17,
                                                                          For the Six            For the Six       1999 (Inception)
                                                                         Months Ended           Months Ended       To January 31,
                                                                       January 31, 2005       January 31, 2004          2005
                                                                       ------------------     ------------------  ------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                          <C>                  <C>                  <C>
  Net loss                                                                   $(32,453)            $(12,849)            $(56,343)
  Adjustments to reconcile net loss to net cash used in operating
   activities:
   In-kind contribution of services                                                --                   --                  800
   Amortization expense                                                         1,482                   --                3,210
  Changes in operating assets and liabilities:
   Accounts payable                                                            28,126                  200               31,622
                                                                             --------             --------             --------
      Net Cash Used In Operating Activities                                    (2,845)             (12,649)             (20,711)
                                                                             --------             --------             --------

CASH FLOWS FROM INVESTING ACTIVITIES
  Website development costs                                                        --               (5,224)              (5,925)
                                                                             --------             --------             --------
      Net Cash Used In Investing Activities                                        --               (5,224)              (5,925)
                                                                             --------             --------             --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock                                           --                9,000               22,050
  Proceeds from note payable - related party                                    4,000                   --                8,000
                                                                             --------             --------             --------
      Net Cash Provided By Financing Activities                                 4,000                9,000               30,050
                                                                             --------             --------             --------

NET INCREASE (DECREASE) IN CASH                                                 1,155               (8,873)               3,414

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                2,259               12,938                   --
                                                                             --------             --------             --------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                   $  3,414             $  4,065             $  3,414
                                                                             ========             ========             ========

</TABLE>

     See accompanying notes to condensed consolidated financial statements.
                                        5

<PAGE>


                    TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF JANUARY 31, 2005
                             ----------------------
                                   (UNAUDITED)


NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
------ -----------------------------------------------------------

     (A)  Basis of Presentation
     --------------------------

     The accompanying unaudited financial statements have been prepared in
     accordance with accounting principles generally accepted in the United
     States of America and the rules and regulations of the Securities and
     Exchange Commission for interim financial information. Accordingly, they do
     not include all the information necessary for a comprehensive presentation
     of financial position and results of operations.

     It is management's opinion however, that all material adjustments
     (consisting of normal recurring adjustments) have been made which are
     necessary for a fair financial statements presentation. The results for the
     interim period are not necessarily indicative of the results to be expected
     for the year.

     (B)  Organization
     -----------------

     Travel Hunt Holdings, Inc. (a development stage company) was incorporated
     under the laws of the State of Florida on December 17, 1999.

     Travel Hunt, Inc. (a development stage company) was incorporated under the
     laws of the State of Florida on December 17, 1999.

     We plan to provide online travel related products, called "travelhunts,"
     and will provide users with new ways to experience travel destinations
     throughout the world. We will also provide travel related information to
     internet users and provide them with the ability to organize a trip to
     selected destinations.

     Activities during the development stage include developing the business
     plan and raising capital.

     (C)  Principles of Consolidation and Combination
     ------------------------------------------------

     The accompanying financial statements for 2005 AND 2004 are consolidated
     because Travel Hunt Holdings, Inc. acquired 100% of the outstanding shares
     of Travel Hunt, Inc. on July 15, 2003. The acquisition was accounted for
     using the purchase method of accounting for entities under common control.

     All material inter-company transactions and balances have been eliminated
     in consolidation and combination.

                                       6

<PAGE>

                    TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF JANUARY 31, 2005
                             ----------------------
                                   (UNAUDITED)

     (D)  Use of Estimates
     ---------------------

     In preparing financial statements in conformity with generally accepted
     accounting principles, management is required to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     the disclosure of contingent assets and liabilities at the date of the
     financial statements and revenues and expenses during the reported period.
     Actual results could differ from those estimates.

     (E)  Website Development Costs
     ------------------------------

     Website development costs are accounted for using Emerging Issues Task
     Force Issue No. 00-2, "Accounting for Web Site Development Costs" ("EITF
     00-2"). Website development costs and the accounting for such costs should
     be accounted for under AICPA Statement of Position 98-1 ("SOP 98-1"),
     "Accounting for the Costs of Computer Software Developed or Obtained for
     Internal Use".

     (F)  Loss Per Share
     -------------------

     Basic and diluted net loss per common share is computed based upon the
     weighted average common shares outstanding as defined by Financial
     Accounting Standards No. 128, "Earnings Per Share." As of January 31, 2005
     and 2004, there were no common share equivalents outstanding.

     (G)  Business Segments
     ----------------------

     The Company operates in one segment and therefore segment information is
     not presented.

NOTE 2 STOCKHOLDERS' DEFICIENCY
------ ------------------------

     (A)  Stock Issued for Cash
     --------------------------

     During 1999, Travel Hunt Holdings, Inc. issued 9,000,000 shares of common
     stock to its founder for $9,000 ($0.001 per share).

     During 1999, Travel Hunt, Inc. issued 100 (1,000,000 post acquisition)
     shares of common stock to its founder for $0.10 ($0.000001 per share post
     acquisition).

     During 2003, the Company issued 130,500 shares of common stock for $13,050
     ($0.10 per share).

                                       7

<PAGE>
                    TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF JANUARY 31, 2005
                             ----------------------
                                   (UNAUDITED)

     (B)  In-Kind Contribution
     -------------------------

     During 2000, the Company recorded additional paid in capital of $200 for
     the fair value of services contributed to the Company by its president (See
     Note 3).

     During 2001, the Company recorded additional paid in capital of $200 for
     the fair value of services contributed to the Company by its president (See
     Note 3).

     During 2002, the Company recorded additional paid in capital of $200 for
     the fair value of services contributed to the Company by its president (See
     Note 3).

     During 2003, the Company recorded additional paid in capital of $200 for
     the fair value of services contributed to the Company by its president (See
     Note 3).

NOTE 3 RELATED PARTY TRANSACTIONS
------ --------------------------

     The president of the Company paid operating expenses and contributed
     services with a fair value of $800 to the Company from inception (See Note
     2(B)).

NOTE 4 NOTES PAYABLE - RELATED PARTY
------ -----------------------------

     During September 2004, the Company issued a notes payable in the amount of
     $4,000. The notes payable bear interest at 6%, are unsecured and due
     December 31, 2005. The total notes payable at January 31, 2005 are $8,000.

NOTE 5 GOING CONCERN
------ -------------

     As reflected in the accompanying financial statements, the Company is in
     the development stage with no operations. This raises substantial doubt
     about its ability to continue as a going concern. The ability of the
     Company to continue as a going concern is dependent on the Company's
     ability to raise additional capital and implement its business plan. The
     financial statements do not include any adjustments that might be necessary
     if the Company is unable to continue as a going concern.

     Management believes that actions presently being taken to obtain additional
     funding and implement its strategic plans provide the opportunity for the
     Company to continue as a going concern.

                                       8

<PAGE>

                    TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF JANUARY 31, 2005
                             ----------------------
                                   (UNAUDITED)

NOTE 6 SUBSEQUENT EVENTS
------ -----------------

     (A)  Letter of Intent
     ---------------------

     On July 22, 2004, the Company entered into a Letter of Intent to acquire
     100% of the ownership interest in Matrix Lodging, LLC. The Letter of Intent
     was amended and restated on December 6, 2004 to expire on February 15, 2005
     and was amended and restated on March 2, 2005 to extend the closing date
     until June 30, 2005.

     (B)  Note Payable - Related Party
     ---------------------------------

     During February 2005, a stockholder loaned the Company an additional $1,000
     under the same terms as previously issued notes payable (See Note 4).


                                       9

<PAGE>


Item 2  MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS
-------------------------------------------------------------------

Overview

We are a developmental stage company that is currently implementing its business
plan to become a fully integrated online provider of travel related products and
services combining four profit centers; publishing and sale of the Company's
proprietary TravelHunt brochures, customized TravelHunts designed around live
special events, outsourced online travel planning and reservation solutions,
online travel club.

No revenues have been generated to date and we expect limited revenues until we
raise additional funds and therefore we will continue to operate on a reduced
budget until such time. If we are unable to raise additional funds by fiscal
year end 2005 we may have to limit our operations to an extent not presently
determinable by management. Nancy Reynolds, our sole officer, director and
principal shareholder, has agreed that she will continue to cover the costs for
our operations until additional funds become available. Although we have no
commitments for capital, other than verbal assurances from Ms. Reynolds, we may
raise additional funds through public offerings of equity, securities
convertible into equity or debt, private offerings of securities or debt, or
other sources.

To date we have not been able to raise additional funds through either debt or
equity offerings. Without this additional cash we have been unable to pursue our
plan of operations and commence generating revenue. We believe that we may not
be able to raise the necessary funds to continue to pursue our business
operations. If we can not raise funds in the immediate future, we intend to
cease the pursuit of our business plan and actively seek out and investigate
possible business opportunities with the intent to acquire or merge with one or
more business ventures.

On July 22, 2004, we entered into a Letter of Intent to acquire one hundred
percent (100%) of the issued and outstanding shares of Matrix Lodging, LLC for
the issuance of 10,000,000 shares of our common stock to the Matrix Lodging, LLC
shareholders. No definitive agreement was executed by the parties and on
December 6, 2004 the letter of intent was extended to February 15, 2005 and on
March 2, 2005, the letter of intent was extended until June 30, 2005.

Capital Resources and Liquidity.

As of January 31, 2005, we had $3,414 in cash. Our general and administrative is
expected to average $2,110 per month for the next 12 months.

We have plans to pay a salary of $500 per month to our sole officer and employee
for the next 12 months. We do not have sufficient cash to meet our minimum
expenses for the next 12 months and we will be unable to expand on our business
unless we are successful in raising additional capital. In addition, we will
need to raise additional capital to continue our operations past 12 months, and
there is no assurance we will be successful in raising the needed capital.
Currently we have no material commitments for capital expenditures. We do not
have any external source of funding except that Nancy Reynolds has agreed to
provide financing to us in the future until we are able to receive additional
funding.

Item 3. Controls and Procedures
-------------------------------

(a) Evaluation of disclosure controls and procedures.

Our Chief Executive Officer and Chief Financial Officer (collectively the
"Certifying Officers") maintain a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information, which is
required to be disclosed, is accumulated and communicated to management timely.
Under the supervision and with the participation of management, the Certifying
Officers evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)]
under the Exchange Act) within 90 days prior to the filing date of this report.
Based upon that evaluation, the Certifying Officers concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relative to our company required to be disclosed in our
periodic filings with the SEC.



<PAGE>


(b) Changes in internal controls.

Our Certifying Officers have indicated that there were no significant changes in
our internal controls or other factors that could significantly affect such
controls subsequent to the date of their evaluation, and there were no such
control actions with regard to significant deficiencies and material weaknesses.

                           PART II - OTHER INFORMATION


Item 1.   Legal Proceedings.

          Not Applicable

Item 2.   Changes in Securities.

          None

Item 3.   Defaults Upon Senior Securities.

          Not Applicable

Item 4.   Submission of Matters to a Vote of Security Holders.

          None

Item 5.   Other Information.

          None

Item 6.   Exhibits and Reports of Form 8-K.

          On December 7, 2004 we filed a Form 8-K based on the extension of the
letter of intent.



                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed in its
behalf by the undersigned, thereunto duly authorized, on March 10, 2005.


                     By:  /s/ Nancy Reynolds
                     ---------------------------------------------
                              Nancy Reynolds
                              President, Chief Executive Officer,
                              Chief Financial Officer and
                              Chief Accounting Officer